Green Build Technology Limited Announces Major Fundraising via Proposed Share Placement and Warrants

Overview of the Proposed Placement

Green Build Technology Limited (“Company”) has announced a significant fundraising initiative through the proposed placement of new ordinary shares and warrants. On 29 April 2026, the Company entered into a subscription agreement with Helyon Pte. Ltd. (“Subscriber”) for:

• 600,000,000 new ordinary shares at S\$0.016 per share, totaling S\$9.6 million.
• 360,000,000 free, non-listed, non-transferable warrants, each allowing the holder to subscribe for one new share at S\$0.02.

The placement price represents a 20% discount to the volume weighted average price (VWAP) of S\$0.02, based on trades executed on 13 April 2026.

Details of the Placement and Warrants

The issue price for the new shares is S\$0.016, and the exercise price for the warrants is S\$0.02, matching the VWAP. Following the completion, the Company’s share capital will increase from 342,259,462 shares to 942,259,462 shares, with the Subscriber holding approximately 63.68% of the enlarged share capital. Should all warrants be exercised, total shares would rise to 1,302,259,462, with the Subscriber owning up to 73.72%.

• Warrants are non-transferable and expire two years from issuance.
• Any material change to warrant terms requires shareholder approval.
• All subscription shares and warrant shares are free from pre-emption rights, liens, and encumbrances.

Subscriber Profile and Shareholding Impact

Helyon Pte. Ltd. is a Singapore-incorporated company (14 April 2026) focused on data centres and information services. The sole director, Mr Seah Kiat Seng, also leads Haciendas Management Pte. Ltd., the parent company. Helyon currently holds no shares in Green Build Technology, but post-placement, will be the new controlling shareholder.

The placement will transfer controlling interest to Helyon, triggering a Mandatory General Offer (MGO) for all remaining shares under Singapore regulations. The MGO is conditional on shareholder approval at an Extraordinary General Meeting (EGM) and completion of the placement.

Shareholder Approval and Regulatory Requirements

Shareholders should note:

• The placement cannot rely on a general share issue mandate; specific shareholder approval is required under SGX Mainboard Rules due to the transfer of control and the placement price discount.
• An EGM will be convened for approval of the placement, warrants, and the resulting change in control.
• Listing applications for the new shares and warrant shares will be submitted to SGX-ST.

Financial Rationale and Use of Proceeds

The Board sees the placement as a crucial step to strengthen the Company’s financial position and enable future business expansion. The Company faces recurring losses and net liabilities, limiting access to traditional financing. Immediate capital from the placement will stabilize operations and support strategic initiatives, including potential acquisitions.

Proceeds will be allocated as follows:

• S\$928,000 (10.23%) for professional fees and listing expenses
• S\$2,835,000 (31.27%) for general working capital
• S\$5,304,000 (58.50%) for future business expansion, with a focus on hotel management, consultancy, sustainable development, and other opportunities

If all warrants are exercised, an additional S\$7.2 million will be raised, earmarked exclusively for business expansion.

Financial Impact on the Company

• Share capital will increase from S\$27.1 million to S\$36.7 million (after placement), and S\$43.9 million (if warrants are exercised).
• Net Tangible Asset (NTA) will swing from a deficit of S\$1.9 million to a positive S\$7.2 million post-placement, and S\$14.4 million if all warrants are exercised.
• Earnings per share (EPS) will be diluted, with net loss per share improving from (0.39) cents to (0.13) cents post-placement, and (0.09) cents after warrant exercise.

Other Salient Terms

• Advance Deposit: The Subscriber will provide a S\$200,000 deposit, offset against the subscription price. If the placement fails, this deposit will be returned.
• Due Diligence: Both parties will conduct due diligence before completion.
• Break Fee: If the placement fails (excluding regulatory reasons), the defaulting party must pay a S\$200,000 break fee.
• Board Changes: Upon completion, the Subscriber may nominate two executive directors to replace the current executives.

Potential Price-Sensitive Factors

• Transfer of Control: The placement will result in a change of controlling shareholder, which historically can have a material impact on share price due to potential strategic shifts and new business directions.
• Mandatory General Offer: The MGO may offer shareholders an exit opportunity, potentially at a premium.
• Financial Turnaround Potential: The injection of funds could stabilize the Company, enhance its creditworthiness, and enable new growth, which may attract investor interest.
• Board Changes: New nominees from the Subscriber may introduce different strategies and operational changes.
• Share Dilution: The large increase in share capital will significantly dilute existing shareholders, which may affect share value.

Shareholder Guidance

Shareholders are advised to carefully review the terms, attend the EGM, and monitor further announcements as the placement is subject to multiple conditions precedent, including shareholder and regulatory approvals. There is no guarantee that the placement will be completed. Pending deployment, proceeds may be held in short-term instruments at the Board’s discretion.

Disclaimer

This article is based on publicly disclosed information from Green Build Technology Limited’s announcement. It is for informational purposes only and should not be construed as investment advice. Investors should conduct their own due diligence and consult financial advisors before making any investment decisions. The placement is subject to various conditions and may not proceed. Share prices may be affected by the outcome of the placement and related corporate actions.

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